Common use of No Effect to Transfers in Violation of Agreement Clause in Contracts

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Notwithstanding the immediately preceding sentences, if, in the determination of the Management Committee, a transfer in violation of this ARTICLE VII would cause the tax termination of the Company under Code Section 708(b)(1)(B), the transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee. Upon and contemporaneously with any transfer (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of one or more of the Company’s Net Profits, Net Losses and distributions of the Company’s assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Management CommitteeManagers, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code, in the sole discretion of the Managers, the transfer shall be null and void and the purported transferee shall not become either a Member or an AssigneeEconomic Interest Owner. Upon and contemporaneously with any transfer transfer, assignment, conveyance or sale (whether arising out of an attempted charge upon that Member's ’s Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's ’s Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer transfer, assignment, conveyance or sale were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of one or more of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of Members holding a majority of the Management CommitteePercentage Interests held by the non-transferring Members, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B), the transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee. Upon and contemporaneously with any transfer (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest pertaining to a Membership Interest (other than in accordance with Section 7.3) which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest Unit(s) in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of one or more of the Company’s Net Profit, Net Loss and distributions of the Company’s assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Management CommitteeMembers, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Act, in the sole discretion of the Members, the transfer shall be null and void and the purported transferee shall not become either neither a Member or nor an AssigneeEconomic Interest Owner. Operating Agreement for Phreadz USA, LLC Upon and contemporaneously with any transfer transfer, assignment, conveyance or sale (whether arising out of an attempted charge upon that Member's ’s Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's ’s Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer transfer, assignment, conveyance or sale were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Membership Interest Unit(s) in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest Unit(s) in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of one or more of the Company’s Net Profit, Net Loss and distributions of the Company’s assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Management CommitteeMembers, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Act, in the sole discretion of the Members, the transfer shall be null and void and the purported transferee shall not become either neither a Member or nor an AssigneeEconomic Interest Owner. Operating Agreement for Universal Database of Music USA, LLC Upon and contemporaneously with any transfer transfer, assignment, conveyance or sale (whether arising out of an attempted charge upon that Member's ’s Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's ’s Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer transfer, assignment, conveyance or sale were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Membership Interest Unit(s) in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION Section 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's ’s Net Profits, Net Losses and distributions of the Company's ’s assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Notwithstanding the immediately preceding sentences, if, in the determination of a Managing Interest of the Management CommitteeMembers, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B), the transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee. Upon and contemporaneously with any transfer (whether arising out of an attempted charge upon that Member's ’s Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's ’s Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer ------------------------------------------------ of a Membership Interest in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of one or more of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Management CommitteeMembers, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code, in the sole discretion of the Members, the transfer shall be null and void and the purported transferee shall not become either a Member or an AssigneeEconomic Interest Owner. Upon and contemporaneously with any transfer transfer, assignment, conveyance or sale (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer transfer, assignment, conveyance or sale were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION Section 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Notwithstanding the immediately preceding sentences, if, in the determination of a Managing Interest of the Management CommitteeMembers, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B), the transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee. Upon and contemporaneously with any transfer (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE Article VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of one or more of the Company's Net Profit, Net Loss and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Management CommitteeMembers, a transfer in violation of this ARTICLE Article VII would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code, in the sole discretion of the Members, the transfer shall be null and void and the purported transferee shall not become either neither a Member or nor an AssigneeEconomic Interest Owner. Upon and contemporaneously with any transfer transfer, assignment, conveyance or sale (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer transfer, assignment, conveyance or sale were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE Article VII is not unreasonable under the circumstances existing as of the date hereof.

No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE VIIArticle 7, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company IMMERSION or to exercise any rights of a Member. Such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of one or more of IMMERSION's Income, Losses and distributions of IMMERSION's assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Management CommitteeManagers, a transfer in violation of this ARTICLE VII Article 7 would cause the tax termination of the Company IMMERSION under Code Section 708(b)(1)(B), the transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee. Upon and contemporaneously with any transfer (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest (other than in accordance with Article 7.4) which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the CompanyIMMERSION), the Company IMMERSION shall purchase from the Member, and the Member shall sell to Company IMMERSION for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company IMMERSION as a Member. Each Member acknowledges and agrees that the right of the Company IMMERSION to purchase such remaining rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE VII Article 7 is not unreasonable under the circumstances existing as of the date hereof.